NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR
IMMEDIATE RELEASE
23 August
2024
RECOMMENDED CASH
OFFER
for
International Distribution
Services plc
by
EP UK Bidco Limited
(a newly formed company owned indirectly by (i) EP Corporate Group,
a.s. ("EP") and (ii) J&T Capital Partners, a.s.
("J&T"))
SYNDICATION OF BIDCO'S
FINANCING ARRANGEMENTS
On 29 May 2024, the boards of
directors of each of EP UK Bidco Limited ("Bidco") and International Distribution
Services plc ("IDS")
announced that they had reached agreement on the terms of a
recommended cash offer pursuant to which Bidco, a newly formed
company owned indirectly by EP and J&T, would offer to acquire
the entire issued and to be issued share capital of IDS, other than
the IDS Shares owned or controlled by VESA Equity Investment S.à
r.l. (the "Offer"). The
offer document in relation to the Offer was published and made
available to IDS Shareholders and to persons with information
rights and participants in the IDS Share Plans on 26 June 2024 (the
"Offer Document"), together
with (for those IDS Shareholders who hold their IDS Shares in
certificated form) the related Form of Acceptance.
Terms used but not defined in this
announcement have the same meaning given to them in the Offer
Document.
Background
As set out in the Offer Document
(see Part 1 (Letter from EP UK
Bidco Limited), paragraph 13), the portion of the Cash
Consideration payable by Bidco to the IDS Shareholders funded by
debt finance (the "Debt
Financing") was originally underwritten by BNP Paribas S.A.,
Citibank, N.A., London Branch, Societe Generale, London Branch,
Unicredit Bank GmbH, and Unicredit Bank Czech Republic And
Slovakia, a.s. under the Interim Facilities Agreement (the
"Original Underwriters").
Subsequently, as announced by Bidco on 5 July 2024, a portion of
the Debt Financing was syndicated to certain other finance
providers, namely Crédit Agricole Corporate and Investment Bank,
ING Bank N.V., Prague branch, Intesa Sanpaolo S.p.A., London
Branch, MUFG Bank, Ltd. and SMBC Bank International plc (the
"First Syndication
Lenders") (the "First
Syndication").
Under the First Syndication, the
Arrangers and the Interim Facility Agent agreed to the amendment
and restatement of the Interim Facilities Agreement in order for
each of the First Syndication Lenders to become party thereto (the
"Amended and Restated Interim
Facilities Agreement") and other related finance documents
as underwriters, interim lenders and arrangers (as applicable)
alongside the Original Underwriters.
Second Syndication and entry into Senior Facilities
Agreement
Bidco announces that, today, it has
completed the second stage of the syndication of the Debt Financing
with the inclusion of six additional banks, namely ABN AMRO Bank
N.V., Banco Bilbao Vizcaya Argentaria, S.A., London Branch, Goldman
Sachs Bank USA, Lloyds Bank Plc, National Westminster Bank plc and
Skandinaviska Enskilda Banken AB (publ) (the "Second Syndication Lenders") (the
"Second
Syndication").
Under the Second Syndication, Bidco
has entered into: (i) a senior facilities agreement (the
"Senior Facilities
Agreement") with the Second Syndication Lenders, U.S. Bank
Global Corporate Trust Limited as agent (the "Agent"), U.S. Bank Trustees Limited as
security agent (the "Security
Agent") and the Original Underwriters and the First
Syndication Lenders or, in each case, affiliates/related funds
thereof as original lenders, which replaces the Amended and
Restated Interim Facilities Agreement; (ii) certain new fee letters
which will replace the fee letter entered into on 5 July 2024 (the
"Fee Letters"); (iii) a new
syndication strategy letter which will replace the syndication
strategy letter entered into on 5 July 2024 (the "Syndication Strategy Letter"); (iv) a
subordination agreement with, amongst others, Bidco, the Agent and
Security Agent (the "Subordination
Agreement"); and (v) certain ancillary documents related
thereto, including an agency and security agent fee letter (the
"Agency Fee Letter")
entered into between Bidco, the Agent and Security
Agent.
J.P. Morgan Cazenove, in its
capacity as financial adviser to Bidco, is satisfied that
sufficient cash resources are available to Bidco to satisfy in full
the Cash Consideration payable to IDS Shareholders under the terms
of the Acquisition.
Kirkland & Ellis International
LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting
as legal advisers to Bidco. Linklaters LLP
are acting as legal advisers to the lenders (including the Original
Underwriters, the First Syndication Lenders and the Second
Syndication Lenders).
Copies of the Senior Facilities
Agreement, the Fee Letters, the Syndication Strategy Letter, the
Subordination Agreement and the Agency Fee Letter will be made
available on IDS's website at www.internationaldistributionservices.com.
Enquiries:
BNP
Paribas (Financial Adviser to EP, J&T and Bidco)
George Holst
Kirshlen Moodley
Guilhem Donnard
|
+44 20 7595
2000
|
Citi (Financial Adviser to EP,
J&T and Bidco)
Barry Weir
Ram Anand
Christopher Wren
|
+44 20 7986
4000
|
J.P. Morgan Cazenove (Financial Adviser to EP,
J&T and Bidco)
Dwayne Lysaght
Charles Oakes
Siddharth Gupta
|
+44 20 7742
4000
|
FGS
Global (PR Adviser to EP, J&T and
Bidco)
Chris Ryall
Alastair Elwen
|
+44 20 7251
3801
|
IDS
Michael Snape, Chief Financial
Officer
|
|
IDS
Investor Relations
John Crosse
|
|
IDS
Media Relations
Jenny Hall
Greg Sage
|
+44 7776 993
036
+44 7483 421
374
|
Barclays Bank PLC, acting through its Investment Bank
(Financial Adviser and Corporate Broker to IDS)
Alisdair Gayne
Nicola Tennent
Aamir Khan
Philipp Gillmann
|
+44 20 7623
2323
|
BofA Securities (Financial Adviser and Corporate Broker to
IDS)
Ed Peel
James Robertson
Justin Anstee
Jack Williams
|
+44 20 7628
1000
|
Goldman Sachs International (Financial Adviser to
IDS)
Mark Sorrell
Owain Evans
|
+44 20 7774
1000
|
Headland Consultancy (PR Adviser to IDS)
Susanna Voyle
Matt Denham
Chloe Francklin
|
+44 20 3805
4822
|
Further information
Barclays Bank PLC, acting through
its Investment Bank ("Barclays"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for IDS and no one else in
connection with the subject matter of this announcement and will
not be responsible to anyone other than IDS for providing the
protections afforded to clients of Barclays nor for providing
advice in relation to the subject matter of this announcement. In
accordance with the Takeover Code, normal United Kingdom market
practice and Rule 14e-5(b) of the U.S. Exchange Act, Barclays and
its affiliates will continue to act as exempt principal traders in
IDS securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Takeover Code
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Merrill Lynch International
("BofA Securities"), which
is authorised by the UK Prudential Regulatory Authority and
regulated by the UK Financial Conduct Authority and the UK
Prudential Regulatory Authority, is acting exclusively for IDS and
for no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than IDS
for providing the protections afforded to its clients or for
providing advice in relation to the matters referred to in this
announcement.
Goldman Sachs International
("Goldman Sachs"), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for IDS and
no one else in connection with the matters referred to in this
announcement. Neither Goldman Sachs nor its affiliates, nor their
respective partners, directors, officers, employees or agents, are
responsible to anyone other than IDS for providing the protections
afforded to clients of Goldman Sachs International, or for
providing advice in relation to the matters referred to in this
announcement.
BNP Paribas is authorised and
regulated by the European Central Bank and the Autorité de Contrôle
Prudentiel et de Résolution. BNP Paribas is authorised by the
Prudential Regulation Authority and is subject to regulation by the
Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. Details about the extent of BNP
Paribas' regulation by the Prudential Regulation Authority are
available from BNP Paribas on request. BNP Paribas has its
registered office at 16 Boulevard des Italiens, 75009 Paris, France
and is registered with the Companies Registry of Paris under number
662 042 449 RCS and has ADEME identification number FR200182_03KLJ.
BNP Paribas London Branch is registered in the UK under number
FC13447 and UK establishment number BR000170, and its UK
establishment office address is 10 Harewood Avenue, London NW1 6AA.
BNP Paribas is acting as financial adviser exclusively for EP,
J&T and Bidco and no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than EP, J&T or Bidco for providing the
protections afforded to clients of BNP Paribas or for providing
advice in relation to the matters described in this announcement or
any transaction or arrangement referred to herein.
Citigroup Global Markets Europe AG,
which is regulated by the European Central Bank and the German
Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht - BaFin) and Bundesbank,
("Citi") is acting as
financial adviser for EP, J&T and Bidco and for no one else in
connection with the matters described in this announcement and the
Acquisition and will not be responsible to anyone other than EP,
J&T and Bidco for providing the protections afforded to clients
of Citi nor for providing advice in connection with the
Acquisition, or any other matters referred to in this announcement.
Neither Citi nor any of its affiliates, directors or employees owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, in
tort, in delict, under statute or otherwise) to any person who is
not a client of Citi in connection with this announcement, any
statement contained herein, the Acquisition or
otherwise.
J.P. Morgan SE, together with its
affiliate J.P. Morgan Securities plc, which conducts its UK
investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised
in the United Kingdom by the PRA and regulated in the United
Kingdom by the PRA and the FCA (together, "J.P. Morgan"). J.P. Morgan is acting as
financial adviser exclusively to EP, J&T and Bidco and no one
else in connection with the Acquisition and will not regard any
other person as its client in relation to the Acquisition and will
not be responsible to anyone other than EP, J&T or Bidco for
providing the protections afforded to clients of J.P. Morgan or its
affiliates, nor for providing advice in relation to the Acquisition
or any other matter or arrangement referred to herein.
Important notices
This announcement is for information
purposes only and is not intended to, and does not, constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of IDS in any jurisdiction in contravention of
applicable law. The Acquisition will be implemented solely pursuant
to the terms of the Offer Document which contains the full terms
and conditions of the Acquisition, including details of how to
accept the Offer. Any decision or response in relation to the
Acquisition should be made only on the basis of the information
contained in the Offer Document.
The release, distribution or
publication of this announcement in whole or in part, directly or
indirectly in, into or from jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose
possession this announcement comes should inform themselves about,
and observe, such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities law of
any such jurisdiction.
This announcement does not
constitute a prospectus, prospectus equivalent document or exempted
document.
If you are in any doubt about the
contents of this announcement or the action you should take, you
are recommended to seek your own independent financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or independent financial adviser duly authorised under
the Financial Services and Markets Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Overseas Shareholders
The release, publication or
distribution of this announcement in, into or from jurisdictions
other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than
the UK should inform themselves of, and observe, any applicable
legal or regulatory requirements. Any failure to comply with such
requirements may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement has
been prepared in accordance with and for the purpose of complying
with English law, the Takeover Code, the Market Abuse Regulation
and the Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition
to IDS Shareholders who are not resident in and citizens of the UK
may be affected by the laws of the relevant jurisdictions in which
they are located or of which they are citizens. Persons who are not
resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. Further details in relation to Overseas Shareholders
are contained in the Offer Document.
Unless otherwise determined by Bidco
or required by the Takeover Code, and permitted by applicable law
and regulation, the Acquisition will not be made available, in
whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may accept the Offer by any such
use, means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including, without limitation, agents, custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
acceptance of the Offer. Unless otherwise permitted by applicable
law and regulation, the Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to
Overseas Shareholders are included in the Offer Document and IDS
Shareholders are advised to read carefully the Offer
Document.
The Acquisition will be subject to
English law, the applicable requirements of the Companies Act, the
Takeover Code, the Panel, the FCA and the London Stock Exchange and
applicable securities law.
Note to U.S. holders of IDS Shares
The Offer is being made for the
securities of an English company that is listed on the London Stock
Exchange by means of a contractual takeover offer under the
Takeover Code and English law and is subject to disclosure
requirements and practices that are different, in some cases
materially, from the tender offer rules of the United States. The
financial information included in the Offer Document has been
prepared in accordance with accounting standards applicable in the
United Kingdom and thus may not be comparable to financial
information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
For U.S. holders of IDS Shares, the
receipt of cash pursuant to the terms of the Acquisition as
consideration for the transfer of their IDS Shares, may be treated
as a taxable transaction for U.S. federal income tax purposes and
under applicable U.S. state and local, as well as foreign and
other, tax laws. The receipt of the 2024 Final Dividend and the
Special Dividend may also give rise to taxable income. Each holder
of IDS Shares is urged to consult with its own legal, tax and
financial advisers in connection with making a decision regarding
this transaction and as to the U.S. federal, and applicable U.S.
state, local, and foreign, tax consequences to it of the
transaction contemplated hereby in light of such holders' specific
circumstances.
For purposes of the U.S. Exchange
Act, it is intended that the Offer be made pursuant to Section
14(e) and Regulation 14E under the U.S. Exchange Act and benefit
from exemptions available to "Tier I" cross-border tender offers.
Accordingly, the Offer will be subject to disclosure and other
procedural requirements under the applicable laws of the United
Kingdom, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that may be
materially different from those applicable under U.S. domestic
tender offer procedures and law, and certain rules applicable to
tender offers made into the United States, including rules
promulgated under Section 14(d), Section 14(e)(1) and Section
14(e)(2) of the U.S. Exchange Act, do not apply.
Once the Offer is declared
Unconditional, Bidco will acquire all IDS Shares that have by that
time been validly tendered (or deemed to have been validly
tendered) in acceptance of the Offer and will, in accordance with
the Takeover Code, settle the relevant consideration for all such
accepted IDS Shares (other than (A) in respect of the 2024 Final
Dividend which, if approved by IDS Shareholders, is expected to be
paid on 30 September 2024 to IDS Shareholders on the Register on 23
August 2024 and (B) in respect of participants in the IDS Share
Plans, in respect of whom settlement will be effected through
payroll or such other method as may be determined by IDS): (i) in
the case of acceptances received, valid and complete in all
respects, by the date on which the Offer becomes or is declared
Unconditional, within 14 days of such date; or (ii) in the case of
acceptances of the Offer received, valid and complete in all
respects, after the date on which the Offer becomes or is declared
Unconditional but while it remains open for acceptance, within 14
days of the date of such receipt, in each case, rather than the
three trading days that U.S. investors may be accustomed to in U.S.
domestic tender offers. Similarly, if the Offer is terminated or
withdrawn, all documents of title will be returned to IDS
Shareholders within 14 days of such termination or withdrawal. U.S.
investors should closely read Part B of Part 6 (Additional Information) of the Offer
Document for further details.
In accordance with normal UK
practice and Rule 14e-5(b) under the U.S. Exchange Act, Bidco and
its nominees or brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, IDS Shares
outside the United States, other than pursuant to the Offer, before
or during the period in which the Offer remains open for
acceptance. Also, in accordance with Rule 14e-5(b) of the U.S.
Exchange Act, BNP Paribas, Citigroup Global Markets Limited and
J.P. Morgan will continue to act as exempt principal traders in IDS
Shares on the London Stock Exchange. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the United Kingdom, will
be reported to a Regulatory Information Service of the FCA and will
be available on the London Stock Exchange website:
www.londonstockexchange.com.
This announcement does not
constitute or form part of a public offer of securities in the
United States or an offer to the public in the United States to
acquire or exchange securities. Except pursuant to an applicable
exemption, each of the Offer Document and the Form of Acceptance do
not constitute or form part of an offer of any securities to, or
for the account or benefit of, any U.S. Person.
Bidco is a private limited company
incorporated under English law. The Bidco Directors are citizens of
the Czech Republic and all such persons are residents of countries
other than the United States. As a result, it may be difficult for
investors to effect service of process within the United States
upon the Bidco Directors or otherwise compel Bidco, IDS or their
respective directors, officers and affiliates to subject themselves
to the jurisdiction and judgment of a U.S. court. It may not be
possible to sue Bidco or IDS, or any of their respective directors,
officers or affiliates, in a non-U.S. court for violations of U.S.
securities laws. There is doubt as to the enforceability in the
United Kingdom, in original actions or in actions for enforcement
of judgments of the U.S. courts, of civil liabilities predicated
upon U.S. federal securities laws.
Publication on website and availability of hard
copies
This announcement will be available
free of charge, subject to certain restrictions relating to persons
resident or located in Restricted Jurisdictions, for inspection on
IDS' website at www.internationaldistributionservices.com, by no
later than 12.00 p.m. (London time) on the date following
publication of this announcement and during the course of the
Offer. For the avoidance of doubt, unless otherwise stated, neither
the contents of IDS' website nor the contents of any website
accessible from hyperlinks on IDS' website (or any other websites
referred to in this announcement) are incorporated into, or form
part of, this announcement.
Pursuant to Rule 30.3 of the
Takeover Code, you may, subject to certain restrictions relating to
persons resident or located in any Restricted Jurisdictions,
request a hard copy of this announcement and all information
incorporated into this announcement by contacting the Registrar at
Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex
BN99 6DA, United Kingdom, or on +44 (0) 333 207 6505 between 8.30
a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public
holidays in the United Kingdom). For deaf and speech impaired
shareholders, calls can be made via Relay UK. Please see
www.relayuk.bt.com for more information. Please note that Equiniti
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. In
accordance with Rule 30.3 of the Takeover Code, a person so
entitled may also request that all future documents, announcements
and information in relation to the Acquisition should be sent to
them in hard copy form. If you have received this announcement in
electronic form or via a website notification, hard copies of this
announcement and any document or information incorporated by
reference into this announcement will not be provided unless such a
request is made.
IDS Shareholders may also, subject
to certain restrictions relating to persons resident or located in
any Restricted Jurisdictions, request that all future documents,
announcements and information sent to them in relation to the
Acquisition be in hard copy form. A hard copy of such document
(including this announcement), announcement or information will not
be sent unless so requested.
Forward-looking statements
This announcement contains certain
statements about Bidco and IDS that are or may be forward-looking
statements, including with respect to the Acquisition.
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current assumptions,
expectations, valuations, targets, estimates, forecasts and
projections of Bidco and IDS about future events, and are therefore
subject to risks and uncertainties which could cause actual
results, performance or events to differ materially from those
expressed or implied by the forward-looking statements. All
statements other than statements of historical facts included in
this announcement may be forward-looking statements. Without
limitation, forward-looking statements often include words such as
"targets", "plans", "believes", "hopes", "continues", "expects",
"aims", "intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "will look to", "budget", "strategy",
"would look to", "scheduled", "goal", "prepares", "forecasts",
"cost-saving", "is subject to", "synergy", "projects" or words or
terms of similar substance or the negative thereof.
By their nature, forward-looking
statements involve risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future
and the factors described in the context of such forward-looking
statements in this announcement could cause actual results and
developments to differ materially from those expressed in or
implied by such forward-looking statements. Such risks and
uncertainties include, but are not limited to, the possibility that
the Acquisition will not be pursued or consummated, failure to
obtain necessary regulatory approvals or to satisfy any of the
other conditions to the Acquisition if it is pursued, adverse
effects on the market price of Bidco's or IDS' ordinary shares and
on Bidco's or IDS' operating results because of a failure to
complete the Acquisition, failure to realise the expected benefits
of the Acquisition, negative effects relating to the announcement
of the Acquisition or any further announcements relating to the
Acquisition or the consummation of the Acquisition on the market
price of IDS Shares, significant transaction costs and/or unknown
liabilities, the IDS Group incurring and/or experiencing
unanticipated costs and/or delays (including IT system failures,
cyber-crime, fraud and pension scheme liabilities), general
economic and business conditions that affect the IDS Group
following the consummation of the Acquisition, changes in global,
political, economic, business, competitive, market and regulatory
forces (including exposures to terrorist activities), future
exchange and interest rates, changes in tax laws, regulations,
rates and policies, future business combinations or disposals,
changes in general economic and business conditions, changes in the
behaviour of other market participants, weak, volatile or illiquid
capital and/or credit markets, interest rate and currency value
fluctuations, changes in laws or in supervisory expectations or
requirements and competitive developments. Although it is believed
that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations
will prove to have been correct and you are therefore cautioned not
to place undue reliance on these forward-looking statements which
speak only as at the date of this announcement. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions proves incorrect, actual results may differ
materially from those expected, estimated or projected.
All forward-looking statements
contained in this announcement are expressly qualified in their
entirety by the cautionary statements contained or referred to in
this section.
Each forward-looking statement
speaks only as of the date of this announcement. Neither Bidco nor
IDS, nor any of their respective associates or directors, officers
or advisers, provides any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. Other than in accordance with their legal or regulatory
obligations (including under the Takeover Code, the UK Listing
Rules and the Disclosure Guidance and Transparency Rules), neither
the Bidco Group nor the IDS Group is under, or undertakes, any
obligation, and each of the foregoing expressly disclaims any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Disclosure requirements of the Takeover
Code
Under Rule 8.3(a) of the Takeover
Code, any person who is interested in 1% or more of any class of
relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position
Disclosure following the commencement of the offer period and, if
later, following the announcement in which any securities exchange
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover
Code, any person who is, or becomes, interested in 1% or more of
any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of: (i) the offeree company; and (ii)
any securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Panel's website at
https://www.thetakeoverpanel.org.uk, including details of the
number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129
if you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure.
Information relating to IDS Shareholders
Please be aware that addresses,
electronic addresses and certain other information provided by IDS
Shareholders, persons with information rights and other relevant
persons for the receipt of communications from IDS may be provided
to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the
Takeover Code.
A copy of the Offer Document has
also been submitted to the FCA's National Storage Mechanism and
will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.